exv4w6






Exhibit 4.6




AMENDMENT

TO

RIGHTS AGREEMENT




     This Amendment to Rights Agreement (this “Amendment”) between Vanda Pharmaceuticals Inc., a
Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights
Agent (the “Rights Agent”), is effective this 22nd day of December, 2009.



W I T N E S S E T H:




     WHEREAS, on September 25, 2008 the Company and the Rights Agent entered into that certain
Rights Agreement between the Company and the Rights Agent (the “Rights Agreement”);



     WHEREAS, the Company desires to amend the Rights Agreement pursuant to Section 27 thereof; and



     WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not yet occurred and
the Company has met all requirements for amendment of the Rights Agreement.



     NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein set
forth, the parties hereto agree as follows:



     Section 1. Amendments.



     (a) The first sentence of Section 7(b) of the Rights Agreement is deleted in its entirety and
replaced with the following:




The Purchase Price shall be initially $66.00 for each one
one-thousandth of a share of Preferred Stock purchasable upon the
exercise of a Right.



     Section 2. Effect of this Amendment. It is the intent of the parties hereto that this
Amendment constitutes an amendment of the Rights Agreement as contemplated by Section 27 thereof.
This Amendment shall be deemed effective as of the date hereof upon execution and delivery by the
Company as if executed by both parties hereto on such date. Except as expressly provided in this
Amendment, the terms of the Rights Agreement remain in full force and effect. Unless the context
clearly provides otherwise, any reference to this “Agreement” or the “Rights Agreement” shall be
deemed to be a reference to the Rights Agreement as amended hereby.



     Section 3. Counterparts. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.



 









 





     Section 4. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and performed entirely
within such state.



     Section 5. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



     Section 6. Descriptive Headings. The captions herein are included for convenience of
reference only, do not constitute a part of this Amendment and shall be ignored in the construction
and interpretation hereof.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	 	VANDA PHARMACEUTICALS INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Mihael H. Polymeropoulos
	 

	 	 	 	 
	 

	 	 	 	Name: Mihael H. Polymeropoulos
	 

	 	 	 	Title: President/CEO
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	     /s/ Herbert Lemmer
	 

	 	 	 	 
	 

	 	 	 	Name: Herbert Lemmer
	 

	 	 	 	Title: Vice-President